Item 1.01 Entry Into A Material Agreement.
On June 22, 2021, Omnia Wellness Inc. (the "Company") entered into a Stock
Purchase Agreement (the "SPA") with DML 888 GmbH (the "Investor"), pursuant to
which the Investor purchased 454,545 shares of the Company's common stock (the
"Shares") at a purchase price per Share of $0.22.
The foregoing is a brief description of the terms of the SPA and is qualified in
its entirety by reference to the full text of the SPA, which is included as
Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities
As of June 22, 2021, the Company issued the Shares. The Shares were issued in
reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), as no general
solicitation was used in the offer and sale of such securities, and/or
Regulation S promulgated under the Securities Act as the Investor is a non-U.S.
person and the offer was made in an offshore transaction.
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